U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

              For the quarterly period ended March 31, 2002
----------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
----------------------------------------------------------------------------

                       Commission File Number: 333-52418
                       ---------------------------------

                            BAYLOR INDUSTRIES, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

      Nevada                                              76-0639842
------------------------                                --------------
(State or other jurisdiction of                         (IRS Employer
incorporation  or  organization)                        Identification No.)

    14601 Bellaire Blvd. Suite 338, Houston, TX                   77083
------------------------------------------------------          ---------
    (Address of principal executive offices)                    (Zip Code)

                                 (281) 564-6418
                             ----------------------
                           (Issuer's telephone number)

----------------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange  Act of 1934 during the past 12 months
(or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.

                                   Yes [X]  No [ ]

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.

                                   Yes [ ]  No [ ]

                                        1
<PAGE>

The Registrant has 20,000,000 Common Stock, authorized, 2,000,000 shares
of common stock issued and outstanding, par value $0.001 per share as of
March 31, 2002.  Preferred stock, $0.001 par value per share, 5,000,000
shares authorized, no preferred stock issued nor outstanding as of
March 31, 2002.

Traditional Small Business Disclosure Format (check one) Yes [  ] No [X]

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   4
          Balance Sheet (unaudited)............................   5
          Statements of Operations (unaudited).................   6
          Statements of Cash Flows (unaudited).................   7
          Notes to Financial Statements........................   8

Item 2.  Management's Discussion and Analysis of Plan
         of Operation..........................................   9


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................  12
Item 2.   Changes in Securities and Use of Proceeds............  12
Item 3.   Defaults upon Senior Securities......................  12
Item 4.   Submission of Matters to a Vote
          of Security Holders..................................  12
Item 5.   Other Information..................................... 12
Item 6.   Exhibits and Reports on Form 8-K...................... 12
Signatures...................................................... 13

                                      3

PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The unaudited financial statements of registrant for the three months ended
March 31, 2002, follow.  The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of
the results for the interim period presented.

                                     4
<PAGE>


                           BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                                 BALANCE SHEET



<TABLE>
<CAPTION>

BALANCE SHEET

                                                  (unaudited)
                                                   March 31,        Dec 31,
                                                      2002           2001
                                                --------------  -------------
<S>                                             <C>             <C>
ASSETS
   Cash and cash equivalents                    $        1,523  $       2,386
                                                ==============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Accounts payable and accrued expenses                    85             85
   Advances by shareholder                               4,750          1,000
                                                --------------  -------------

     Total current liabilities                           4,835          1,085
                                                --------------  -------------


STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized,
    -0- shares issued and outstanding                        -              -
  Common stock, $0.001 par value;
    20,000,000 shares authorized,
  2,000,000 shares issued and outstanding                2,000          2,000
  Additional paid-in capital                                 -          3,750
  Deficit accumulated during
   the development stage                                (5,312)        (4,449)

                                                --------------  -------------

     Total stockholders' equity                         (3,312)         1,301
                                                --------------  -------------

     Total liabilities and stockholders' equity $        1,523  $       2,386
                                                ==============  =============


</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                           STATEMENTS OF OPERATIONS
                                  (unaudited)



<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


                                    For three months ended     March 29, 2000
                                  -------------------------   (Inception) to
                                  March 31,      March 31,        March 31,
                                     2002           2001             2002
                                 ------------  --------------  --------------
<S>                              <C>           <C>             <C>
Revenue                          $          -  $            -  $           -

General and administrative
  expenses                               863             237           5,312
                                 ------------  --------------  --------------
Loss from operations before
  provision for income taxes            (863)           (237)         (5,312)

Provision for income taxes                 -               -               -
                                 ------------  --------------  --------------
Net loss                         $      (863)  $        (237)  $      (5,312)
                                 ============  ==============  ==============

Net loss per share -
  basic and diluted              $          -  $            -  $            -
                                 ============  ==============  ==============
Weighted average number of
  common shares                     2,000,000       2,000,000       2,000,000
                                 ============  ==============  ==============

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>
                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                            STATEMENT OF CASH FLOWS
                                 (unaudited)


<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS

                                    For three months ended     March 29, 2000
                                  -------------------------   (Inception) to
                                  March 31,      March 31,        March 31,
                                     2002           2001             2002
                                 ------------  --------------  --------------
<S>                                  <C>           <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Loss                            $       (863)  $    (237)   $    (5,312)
 Stock issued for services                                                 -
 Increase in advances by shareholder                        -          1,000
 Increase in accounts payable and
  accrued expenses                                          -             85
                                     ------------  ------------  -----------

NET CASH USED IN OPERATING ACTIVITIES        (863)       (237)        (4,227)
                                     ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of common stock                          -           -          2,000
  Cost associated with the sale of
    common stock                                            -              -
  Funds paid into capital by officer            -        1,000         3,750
                                     ------------  ------------  -----------

NET CASH PROVIDED BY FINANCING
ACTIVITIES                                      -        1,000         5,750
                                     ------------  ------------  -----------

  Increase in cash and cash
    equivalents                              (863)         763         1,523

  Cash and cash equivalents -
    beginning of period                     2,389          504             -
                                     ------------  ------------  -----------
  Cash and cash equivalents -
    end of period                    $      1,523  $     1,267   $     1,523
                                     ============  ============  ===========


Supplemental Information:
  Cash payments made for:
    Income taxes                     $          -  $          -  $         -
                                     ============  ============  ===========
    Interest                         $          -  $          -  $         -
                                     ============  ============  ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>
                            BAYLOR INDUSTRIES, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                          DECEMBER 31, 2001 AND 2000



 NOTE 1 -  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
           POLICIES

           Nature of Operations
           --------------------
           Baylor  Industries, Inc. (the "Company") is currently a development-
           stage  company   under  the provisions of the  Financial  Accounting
           Standards  Board   ("FASB")   Statement   of   Financial  Accounting
           Standards ("SFAS")  No. 7.  The Company was incorporated  under  the
           laws of the state of Nevada on March 29, 2000.

           Management's efforts to date have focused primarily on  the  raising
           of  equity  capital through the sale of its common stock and on  the
           development of  the medical device.  As such, the Company is subject
           to the risks and  uncertainties  associated with a new business. The
           success of the Company's future operations  is  dependent,  in part,
           upon  the  Company's ability to raise sufficient capital to complete
           development   and  testing  of  its  prototype  chiropractic  units,
           finalize the commercial device, establish commercial production, and
           then successfully market its product.

 NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           Interim Financial Information
           -----------------------------

           The accompanying  unaudited  interim financial statements have been
           prepared  by  the Company, in accordance  with  generally  accepted
           accounting principles  pursuant to Regulation S-B of the Securities
           and  Exchanges  Commission.    Certain   information  and  footnote
           disclosures  normally  included  in  audited  financial  statements
           prepared   in   accordance   with  generally  accepted   accounting
           principles  have been condensed  or  omitted.   Accordingly,  these
           interim financial statements should be read in conjunction with the
           Company's financial  statements  and  related notes as contained in
           Form 10-KSB for the year ended December  31,  2001.  In the opinion
           of  management,  the  interim  financial  statements   reflect  all
           adjustments, including normal recurring adjustments, necessary  for
           fair presentation of the interim periods presented.  The results of
           operations  for  the  three  months  ended  March  31, 2002 are not
           necessarily indicative of results of operations to be  expected for
           the full year.

 NOTE 3 -  RELATED PARTY TRANSACTIONS

           The  Company neither owns nor leases any real or personal  property.
           The officers/directors  of  the  Company  provide  office  and other
           services without charge.  Such costs are immaterial to the financial
           statements and, accordingly, have not been reflected therein.  These
           individuals  are  involved in other business activities and may,  in
           the future, become involved in other business opportunities.


                                      8

<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

The current core business of Baylor Industries, Inc. is to develop
and contract manufacture generic prescription pharmaceutical products.
The Company hopes to develop a generic pharmaceutical product, utilizing an
FDA approved contract laboratory and contract manufacturing facilities. The
Company hopes to obtain an Abbreviated New Drug Application (ANDA) for its
generic pharmaceutical product.  The Company has limited itself to the
development of one product; however, this does not preclude the company from
seeking other product opportunities.  At this time, it does not have the
resources to pursue multiple products.  The Company plans to target a low
volume pharmaceuticals product, in which its U.S. patent recently expired.
Generally speaking, low volume pharmaceutical products are not quickly
brought to the market as generic products by the larger generic
pharmaceutical drug facilities, since the cost to produce a low volume
generic product outweighs its return on investment.   Barrington
Laboratories, Inc., believes it can minimize the cost of producing generic
pharmaceutical products by out-sourcing the steps necessary to obtain Food
and Drug Administration (FDA) approval.

The goal of Baylor Industries, Inc. is to obtain an ANDA (Abbreviated
New Drug Application) from the FDA to produce and market a pharmaceutical
product where the patent on the brand name product has expired, and then
market its generic version.  The FDA requires one holder (a primary contact)
of the ANDA.  The Company needs to consider where or not the contract
manufacturer will submit the submission package to the FDA, and be the
holder of the ANDA for this product.  If this becomes the case, the Company
would need to enter into a contract with the contract manufacturer to be the
exclusive distributor of this product.

The Company is seeking a contract manufacturer to produce a generic
pharmaceutical product.  Management needs to conduct further work to
determine whether the work will be subcontracted to a particular contract
pharmaceutical manufacturer.  Since this is a lengthy process, the Company
believes it is too premature to determine the actual holder of the ANDA for
this product.

Going Concern - The Company experienced operating losses for the period
ended March 31, 2002.  The financial statements have been prepared
assuming the Company will continue to operate as a going concern which
contemplates the realization of assets and the settlement of liabilities
in the normal course of business.  No adjustment has been made to the
recorded amount of assets or the recorded amount or classification of
liabilities which would be required if the Company were unable to
continue its operations.


                                   9
<PAGE>

Loss Per Share - The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" that
established standards for the computation, presentation and disclosure of
earnings per share ("EPS"), replacing the presentation of Primary EPS with
a presentation of Basic EPS.  It also requires dual presentation of Basic
EPS and Diluted EPS on the face of the income statement for entities with
complex capital structures.  The Company did not present Diluted EPS since
it has a simple capital structure.

The Company has not pursued or explored any opportunities for an acquisition
or merger.  This does not preclude that the Company may not explore any
opportunities in the future.

Results of Operations
---------------------

As a research and development Company, the Company has yet to generate any
revenues.  In addition, the Company does not expect to generate any revenues
over the next approximately to eighteen (18) months.  During the quarter
ended March 31, 2002, the Company experienced net losses $863, this compares
to a loss of $237 for the same period last year.  Since the Company's
inception on March 29, 2000 the Company has lost $5,312.  These expenses
included general and administrative fees.  The Company does not have any
material commitments for capital expenditures.

Liquidity and Capital Resources
-------------------------------

The Company is authorized to issue 20,000,000 shares of its $0.001 par
value common stock and 5,000,000 shares of its $0.001 par value preferred
stock.

On March 14, 2000, the Company issued 2,000,000 shares of its $.001 par
value common stock for cash of $2,000.

On December 21, 2000, the Company filed with the U. S. Securities and
Exchange Commission for their review and approval a SB-2 Registration to
further capitalize the Company by offering for sale 3,000,000 shares of
common stock, at a purchase price of $0.025 per share.  The completion
of this offering would further capitalize the Company by $75,000, less
$6,000 in offering costs for a net to the Company of $69,000.  Without
this funding, the Company will be unable to move its business plan further.

To further capitalize the Company's sole shareholder contributed $4,750 to
the Company as additional paid-in capital.

The Company's ability to continue as a going concern is contingent upon the
successful completion of additional financing arrangements and its ability
to achieve and maintain profitable operations.  These conditions raise
substantial doubt about the Company's ability to continue as a going concern.

Market For Company's Common Stock

The common stock of the Company is currently not traded on the NASDAQ OTC
Bulletin Board or any other formal or national securities exchange.  There
is no trading market for the Company's Common Stock at present and there has
been no trading market to date.



                                     10
<PAGE>

There is currently no Common Stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's
common stock.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature
thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements.  These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances.  However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic market and business conditions;
the business opportunities (or lack thereof) that may be presented to and
pursued by the Company; changes in laws or regulation; and other factors,
most of which are beyond the control of the Company.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or
operations.  The Company assumes no obligations to update any such forward-
looking statements.

                                       11
<PAGE>


                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2002, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

  3     Articles of Incorporation & By-Laws

               (a)Articles of Incorporation of the Company filed March
               29, 2000.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form SB-2, previously filed
               with the Commission on December 21, 2000.

               (b)By-Laws of the Company adopted March 29, 2000.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form SB-2, previously filed with the
               Commission on December 21, 2000.

  13    Annual or Quarterly Reports

               (a) Form 10-KSB for the year ended December 31, 2000
               and December 31, 2001, incorporated by reference to the
               Company's Annual Report for Small Business Issuers on
               Form 10-KSB, previously filed with the Commission.

               (b) Form 10-QSB for the quarters ended March 31, 2001,
               June 30, 2001 and September 30, 2001, incorporated by
               reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with
               the Commission.

                                       12
<PAGE>

(b)  Reports on Form 8-K

The Company filed a Current Report dated March 18, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying
Account."


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                          BAYLOR INDUSTRIES, INC.
                                          -----------------------
                                              (Registrant)

Date:  May 13, 2002                    By: /s/ Candace J. Sherman
                                       -----------------------
                                               Candace J. Sherman
                                               President/
                                               principal executive officer/
                                               principal accounting officer
                                               and sole director


                                       13
<PAGE>